Release and Settlement Clause Samples
The Release and Settlement clause serves to formally resolve disputes or claims between parties by having one or both sides relinquish any further legal rights related to the matter at hand. In practice, this clause typically applies when parties reach an agreement to end a disagreement, often involving a payment or other consideration in exchange for the release of future claims. Its core function is to provide finality and certainty, ensuring that once a dispute is settled, neither party can pursue additional legal action on the same issue, thereby preventing ongoing or future litigation.
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Release and Settlement. (a) As partial consideration for the award to be made to Holder hereunder, ▇▇▇▇▇▇ does hereby for himself and his spouse, beneficiaries, heirs, successors and assigns, release, acquit and forever discharge the Released Parties (as defined below) from any and all claims, actions, charges, complaints, causes of actions, rights, demands, debts, liabilities, damages, losses, costs and expenses of any nature whatsoever, known or unknown, fixed or contingent ("CLAIMS"), under, relating to, or in connection with:
(i) the Company's Executive Retirement Contribution Plan (the "EXECUTIVE RETIREMENT PLAN");
(ii) the Company's Executive Retirement Matching Contribution Plan (the "EXECUTIVE MATCHING CONTRIBUTION PLAN");
(iii) the Trust established under the Trust Agreement Between the Company and Fidelity Management Trust Company ("FIDELITY"), dated as of September 30, 1998, as amended to date (the "EXECUTIVE RETIREMENT TRUST"), and any assets or funds of the Executive Retirement Trust or any interest therein; and
(iv) any benefits or other amounts payable to Holder under, relating to or in connection with any of the foregoing, including, without limitation, any Claims under the Employee Retirement Income Security Act of 1974, as amended (collectively, the "RELEASED CLAIMS").
(b) IN ADDITION, HOLDER EXPRESSLY WAIVES ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. WITH FULL AWARENESS AND UNDERSTANDING OF THE ABOVE PROVISIONS, HOLDER HEREBY WAIVES ANY RIGHTS HE MAY HAVE UNDER SECTION 1542, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT, WITH RESPECT TO THE RELEASED CLAIMS. HOLDER INTENDS TO, AND ▇▇▇▇▇▇ DOES, RELEASE THE RELEASED PARTIES FROM CLAIMS WHICH ▇▇▇▇▇▇ DOES NOT PRESENTLY KNOW OR SUSPECT TO EXIST AT THIS TIME WITH RESPECT TO THE RELEASED CLAIMS.
(c) As used in this Section 2.6, the term "RELEASED PARTIES" means: the Company; all Subsidiaries of the Company; any affiliate (as such term is defined in Rule 144 under the Securities Act of 1933, as amended) of the Company; the Executive Retirement Plan; the Executive Matching Contribution Plan; the Executive Retirement Trust; Fidelity, in its capacity as the trustee of the Executive Retirement Trust; and any p...
Release and Settlement. The City, for itself and its insurers, successors, assigns, employees, attorneys, administrators, and agents (collectively, the “City”), hereby releases and discharges ATCLLC from any and all claims, known or unknown, which the City now has or in the future may have, and any and all obligations of any kind or character arising from or in connection with ATCLLC’s use of or any damage done to any of the roads and streets for which the City has an obligation to maintain and repair.
Release and Settlement a. Upon Final Approval, and payment in full of the Settlement Amount, International and its subsidiaries do hereby fully, finally and forever release Atki▇▇▇▇ ▇▇▇ any and all of his personal agents, spouses, heirs, survivors and executors (collectively with Atki▇▇▇▇, ▇▇e "Atki▇▇▇▇ ▇▇▇easees") from any and all rights, interests, obligations, debts, dues, sums of money, accounts, reckonings, damages, claims, actions, allegations, causes of action, counterclaims or demands whatsoever, whether known or unknown, in law or in equity, that have been or that could be asserted, relating to the subject matter of the Cardinal Action, the Illinois Action and/or the Report of Investigation by the Special Committee of the Board of Directors of Holl▇▇▇▇▇ ▇▇▇ernational Inc. dated August 30, 2004 (the "SC Report") against any of the Atki▇▇▇▇ ▇▇▇easees (the "Settled Claims"); and Atki▇▇▇▇ ▇▇▇ any and all of his personal agents, spouses, heirs, survivors and executors do hereby fully, finally and forever release International and any and all of its predecessors, successors, assigns, affiliates, subsidiaries, divisions, and its current and former officers, directors, shareholders, employees, attorneys, agents, advisors, and representatives (collectively with International, the "International Releasees") from any and all rights, interests, obligations, debts, dues, sums of money, accounts, reckonings, damages, claims, actions, allegations, causes of action, counterclaims or demands whatsoever, whether known or unknown, in law or in equity, that have been or that could be asserted, relating to the subject matter of the Cardinal Action, the Illinois Action and/or the SC Report against any of the International Releasees.
b. The International Releasees do not include Holl▇▇▇▇▇ ▇▇▇., The Ravelston Corporation Limited, Ravelston Management Inc., Conr▇▇ ▇. ▇▇▇▇▇, ▇. Davi▇ ▇▇▇▇▇▇, ▇▇hn ▇. ▇▇▇▇▇▇▇▇, ▇▇ni▇▇ ▇. ▇▇▇▇▇▇, ▇▇rb▇▇▇ ▇▇▇▇▇ ▇▇▇ck, and Rich▇▇▇ ▇▇▇▇▇, ▇▇o are the defendants named in the Second Amended Complaint filed on October 29, 2004 in the Illinois Action (the "Illinois Action Defendants").
c. Notwithstanding any other section or sub-section in this Agreement, Mark ▇. ▇▇▇▇▇▇ ("▇ipn▇▇") ▇s included as a member of the International Releasees only under the condition that that Atki▇▇▇▇ ▇▇▇easees are not, and do not become, the subject of any claim of any nature asserted by Kipn▇▇ ▇▇▇/or his spouses, heirs, survivors, or executors, including but not limited to a cross-claim or cou...
Release and Settlement. In exchange for the consideration specified in paragraphs 2 and 3 of this Settlement Agreement, Plaintiffs hereby fully and completely release and discharge Defendants in their individual and official capacities from any and all claims asserted in this lawsuit, as well as attorneys’ fees and costs.
Release and Settlement. 13.1 In consideration of the promises and covenants contained herein, the parties hereto agree as follows:
Release and Settlement. (a) As partial consideration for the payments to be made to White hereunder, and subject to the provisions of Section 3(e) below, White does hereby for himself and his spouse, beneficiaries, heirs, successors and assigns, release, acquit and forever discharge the Released Parties (as defined below) from any and all claims, actions, charges, complaints, causes of actions, rights, demands, debts, liabilities, damages, losses, costs and expenses of any nature whatsoever, known or unknown, fixed or contingent ("Claims"), under, relating to, or in connection with:
(i) the Company's Executive Retirement Contribution Plan (the "Executive Retirement Plan");
(ii) the Company's Executive Retirement Matching Contribution Plan (the "Executive Matching Contribution Plan");
(iii) the Trust established under the Trust Agreement Between the Company and Fidelity Management Trust Company ("Fidelity"), dated as of September 30, 1998, as amended to date (the "Executive Retirement Trust"), and any assets or funds of the Executive Retirement Trust or any interest therein; and
(iv) any benefits or other amounts payable to White under, relating to or in connection with any of the foregoing, including, without limitation, any Claims under the Employee Retirement Income Security Act of 1974, as amended (collectively, the "Released Claims").
Release and Settlement. Based on the terms and conditions set forth in this Agreement, Newmarket, its officers, directors, shareholders, employees, affiliates and assigns (hereinafter collectively referred to as "Newmarket") for the payment of one hundred twenty five thousand dollars ($125,000), as set forth in section 1 hereof, payable only with shares of NewCo common stock, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, hereby releases and discharges the Company, its officers, directors, successors and assigns, from any further obligation or claims relating to the debt owed by the Company to Newmarket along with any and all existing or possible actions, causes of actions, claims, demands, damages, costs, fees and expenses of any kind, whether known or unknown, on account of or in any way arising from or related to the agreement or debt between the parties.
Release and Settlement. The parties set forth below understand and agree that certain claims have been made between them and that certain additional claims may be asserted between them, and that such claims are in dispute and that by reason of such dispute the parties set forth below desire to compromise and settle all claims set forth below.
(a) North American, for itself, and each of its predecessors, successors, assigns, administrators, legal representatives, and any entity controlled by North American, releases and forever discharges each of the Debenture Holders and their respective predecessors, successors, assigns, heirs, executors, administrators, and legal representatives, together with their respective shareholders, employees, officers, members, partners, directors, subsidiaries and insurers, past or present, of and from any and all claims, demands, damages, actions, causes of action, or suits in equity, of whatsoever kind or nature whether now, heretofore, or hereafter accruing or whether now known or not known to the releasing parties, for or because of any matter or thing done, omitted, or suffered to be done by any of the released parties prior to and including the date hereof.
(b) Each of the Debenture Holders, for itself, himself, herself and each of their respective predecessors, successors, assigns, heirs, executors, administrators, legal representatives, and any entity controlled by such Debenture Holder, releases and forever discharges North American and its predecessors, successors, assigns, administrators, and legal representatives, together with all shareholders, employees, officers, members, partners, directors, subsidiaries and insurers, past or present, of North American or any entity controlled, past or present, by North American, of and from any and all claims, demands, damages, actions, causes of action, or suits in equity, of whatsoever kind or nature whether now, heretofore, or hereafter accruing or whether now known or not known to the releasing parties, for or because of any matter or thing done, omitted, or suffered to be done by any of the released parties prior to and including the date hereof.
(a) Each member of the International Group, for itself, himself, herself and each of their respective predecessors, successors, assigns, heirs, executors, administrators, legal representatives, and any entity controlled by any such member of the International Group, releases and forever discharges each of the Debenture Holders and each of their respectiv...
Release and Settlement. All parties hereto hereby forever ---------------------- release and discharge all other parties and any affiliate, officer, director, shareholder or agent of any party to the Acquisition Agreement from any claims, accounts, liabilities, losses, damages, actions, causes of action, demands, suits and proceedings of any nature whatsoever, known or unknown, arising from or related in any manner to (i) the Acquisition Agreement, (ii) this Termination Agreement, (iii) the actions of any party or any affiliate, officer, director, shareholder or agent of any party to the Acquisition Agreement or this Termination Agreement or (iv) the relationship between AAT and PWI.
Release and Settlement. The Village, for itself and its insurers, successors, assigns, employees, attorneys, administrators, and agents (collectively, the “Village”), hereby releases and discharges ATCLLC from any and all claims, known or unknown, which the Village now has or in the future may have, and any and all obligations of any kind or character arising from or in connection with ATCLLC’s use of or any damage done to any of the roads and streets for which the Village has an obligation to maintain and repair.